COMSOL Client License Agreement 5.4 THIS SOFTWARE (THE "SOFTWARE") IS LICENSED BY COMSOL AB AND ITS AFFILIATES ("COMSOL", "WE", "US") FOR USE UNDER THE TERMS AND CONDITIONS OF THIS COMSOL CLIENT SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT"). YOUR RIGHT TO USE THIS SOFTWARE IS CONDITIONED ON ACCEPTANCE OF, AND COMPLIANCE WITH, THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, DO NOT CLICK YOUR ACCEPTANCE AND DO NOT INSTALL OR USE THIS SOFTWARE. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT SUCH TERMS AND CONDITIONS ON YOUR EMPLOYER'S BEHALF. 1. During the term of this Agreement, you may use this software for the sole purpose of connecting to an authorized installation of a COMSOL Server License. This software is only authorized for use to the extent it has been obtained from us or a source authorized by us. This software may be either installed on an individual computer or accessed from a COMSOL Server License installation (licensed by you or another party or provided by us) through a web browser. This software may be used to run Applications (as defined in the then-current COMSOL Software License Agreement published at www.comsol.com/sla) that are hosted by a COMSOL Server License installation. Your use of Applications must comply with all restrictions on Applications set forth in the then-current COMSOL Software License Agreement and with any terms and conditions specified by the publisher of each Application you may use. This software also allows you to upload Applications to a COMSOL Server License installation and perform administrative tasks where you have been granted privileges to do so by the licensee of the COMSOL Server License installation. 2. This software contains programs produced by others that are licensed under different terms. Those terms can be found at www.comsol.com/legal/about. 3. This Agreement, and the license granted herein, is non-transferable. 4. You shall not decompile, reverse engineer, disassemble, isolate, separate, or otherwise attempt to derive source code from the software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. All copies of the software shall contain all copyright and proprietary notices as in the original. You shall not remove, obscure, or alter copyright notices, trademark notices, or other proprietary rights notices affixed to or contained within the software. Notwithstanding anything else set forth in these terms and conditions to the contrary, you may reverse engineer, disassemble, isolate, separate, and modify only those files specifically listed in the offer.txt file that is included with the software, or listed under your licensed version of the software on www.comsol.com/legal/offer/, as eligible for such activities. Upon request as set forth herein, for a period of three years following your acceptance of these terms and conditions, we will provide you with the source or object code needed to recreate any or all of only those files specifically listed in the offer.txt file that is included with the software, or listed under your licensed version of the software on www.comsol.com/legal/offer/, as eligible for such activities. All requests pursuant to this Paragraph shall be made in writing and addressed by first class mail to the address set forth in the offer.txt file. We may charge a fee for sending you the code to cover our cost of distribution. If you are a licensee in the European Union: You may decompile, disassemble or otherwise reverse engineer the software only where any such act is necessary to create an independent program which is interoperable with the software or with another program or to observe, study, or test the functioning of the software solely to understand the ideas and principles which underlie any element of the software ("Permitted Objective") and provided that: (i) the information necessary to achieve the Permitted Objective has not already been made available or has not been provided by us within a reasonable time after a written request to provide such information; (ii) the compilation, disassembly, reverse-engineering, etc., is confined to those parts of the software necessary to achieve the Permitted Objective; (iii) the information gained is not used for anything other than the Permitted Objective and is not disclosed to any other person except as may be necessary to achieve the Permitted Objective; and (iv) the information obtained is not used to create a program(s) substantially similar in its expression to the software, including, but not limited to, expressions of the software in other computer languages, or for any other act restricted by copyright in the software. 5. If you are acquiring this license to the software on behalf of any unit or agency of the U.S. Government, the Government shall only have the rights for this Commercial Computer Software and Commercial Computer Software Documentation as set forth herein in accordance with the applicable Federal Acquisition Regulations for the acquisition of Commercial Computer Software and Commercial Computer Software Documentation. In particular, for units of the Department of Defense: the Government shall have only the rights specified in the license under which the software, as commercial computer software, and the Documentation, as commercial computer software documentation, were obtained, as set forth in subparagraph (a) of the Rights in Commercial Computer Software or Commercial Software Documentation Clause at DFARS 227.7202-3, therefore the rights set forth herein shall apply. For any other Government unit or agency: the Government shall have only the rights specified in this Agreement under which the software as commercial computer software and the Documentation as commercial computer software documentation were obtained, as set forth in FAR 12.212. When FAR clause 52.227-19 applies, the Government's rights include those set forth in paragraph (b)(2) of that clause, except that under no condition does this license extend to the source code of the software or otherwise obligate us to modify the software for the Government. Where the software as commercial computer software and the Documentation as commercial computer software documentation are licensed to the Government under a contract that includes FAR clause 52.227-19 or similar, the following Notice is incorporated herein: NOTICE-Notwithstanding this license agreement that may pertain to, or accompany the delivery of, this computer software and computer software documentation, the rights of the government regarding its use, reproduction, and disclosure are as set forth in clause 52.227-19(b)(2) of the Government Contract under which it was acquired. 6. Upon your breach of any of these terms and conditions, this Agreement shall terminate immediately, and you shall cease all use of the software. 7. THIS SOFTWARE IS PROVIDED "AS IS AND WITH ALL FAULTS." TO THE EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES FOR THIS SOFTWARE, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION, LACK OF VIRUSES, ABSENCE OF ERRORS, ACCURACY OR COMPLETENESS OF OUTPUT, LACK OF NEGLIGENCE, SECURITY, AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE HAVE BEEN INFORMED OF SUCH A PURPOSE), AND WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 8. TO THE EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR LICENSORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FROM THIRD PARTY CLAIMS, LOSS OF PROFITS, LOSS OF DATA, INVASION OF PRIVACY, FAILURE TO MEET ANY DUTY SUCH AS GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, OR ANY OTHER LOSS, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the United States of America, without regard to conflicts of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or alleged invalidity thereof shall be subject to exclusive jurisdiction and venue in the state and federal courts in the Commonwealth of Massachusetts, and you hereby consent to personal jurisdiction therein. 10. This Agreement shall constitute the entire agreement between you and us concerning the subject matter hereof, except that (i) the COMSOL Software License Agreement shall apply with respect to your installation and use of COMSOL Multiphysics software and its add-on products and shall take precedence over this Agreement and (ii) the COMSOL Server End User License Agreement shall apply with respect to your usage of a COMSOL Server License to the extent that you or your organization were permitted usage of such License other than by obtaining such License directly from COMSOL or its authorized distributors or resellers and will take precedence over this Agreement. All other prior, contemporaneous, and subsequent proposals, agreements, representations, and understandings are superseded and replaced by this Agreement. This Agreement may not be changed except as provided herein in a writing signed by you and us.
